N.Y. Comp. Codes R. & Regs. tit. 3 § 110.1

Current through Register Vol. 46, No. 43, October 23, 2024

Section 110.1 - General information

(a) The instructions set forth in this Procedure shall apply to a merger proposed pursuant to Banking Law, section 600(2) and (4), where the surviving institution is a savings bank.

(b) A separate application shall be filed with respect to each merger for which the approval of the superintendent is sought and eight copies thereof, together with all exhibits thereto, including two executed copies of the exhibits referred to in section 110.3(a)-(c) of this Procedure, shall be filed with the superintendent, at the address set forth in section 1.1 of Supervisory Policy G 1 of this Title. The application shall contain the information specified in sections 110.2 and 110.3 of this Procedure and shall be accompanied by payment of the fee specified in section 1.2 of Supervisory Policy G 1 of this Title. Inquiries concerning the preparation of the application should be addressed to the superintendent.

(c) The approvals required by this subdivision shall be obtained before the application for the superintendent's approval is submitted:

(1) The plan of merger shall be approved, in the manner prescribed by Banking Law, section 601(3), by the board of trustees of each savings bank and the board of directors of each association which is a party to the merger.

(2) If any party to be merged is an association, the plan of merger shall be approved at a meeting held upon not less than 30 days' written notice to each shareholder by the vote, in person or by proxy, of at least 662/3 percent of all the votes cast at the meeting (the voting rights of shareholders to be determined as prescribed in the bylaws of the association). Notice of the shareholders' meeting, together with any proxy material, shall be served personally upon or mailed to each shareholder of the association at his last known address and shall contain a statement of the time and place of the meeting, a full and clear statement of the purpose of the meeting and the effect of the proposed merger, if consummated, upon the shareholders' right to vote on matters affecting the management of the surviving institution.

(d) Approval by the superintendent will be conditioned in all cases upon the insurance by the Federal Deposit Insurance Corporation of deposit accounts acquired as a result of the merger to the extent permitted by Federal law.

(e) If the surviving savings bank plans to maintain as a branch one or more offices or maintain as its principal office the principal office of any bank or association being merged, the plan of merger must specifically provide therefor as required by Banking Law, section 240(2)(d).

(f) After the merger, the powers of the surviving savings bank, including its powers to receive new deposits, make new loans and undertake new borrowings, will be subject to the laws governing savings banks, except to the extent it has, as a result of the merger, succeeded to certain deposits, loans and borrowings which are legal for an association but not legal for a savings bank. While the surviving bank will ordinarily be required to dispose of such deposits, loans and borrowings within two years after the date of the merger, it may discharge any legal obligations previously undertaken by the association in connection with such nonconforming deposits, loans and borrowings. The plan of merger must specifically describe, by type and amount, such nonconforming deposits, loans and borrowings, and indicate the manner in which they are to be disposed of by the surviving savings bank.

(g) The superintendent reserves the right to require additional information in connection with the application. The applicants may, of course, submit any information in addition to that required by this Procedure which they deem pertinent to the application.

(h) Unless otherwise indicated, all statistical data required to be submitted in the application (e.g., as to deposits and loans) shall be furnished as of the December 31st preceding the date of submission.

N.Y. Comp. Codes R. & Regs. Tit. 3 § 110.1